Oklahoma State Regents for Higher Education

655 Research Parkway, Suite 200

Oklahoma City, Oklahoma 73104

Mary Jo Linder, CPPO, CPPB, CPO

Director, Business Services & Administration

Tele: (405) 225-9407

Fax: (405) 225-9207

3COM CORPORATION

CONTRACT No. 200112

CONTRACT TITLE: 3COM HARDWARE, SOFTWARE AND SERVICES

CONTRACT PERIOD: December 23, 2004 through December 22, 2005

WEB SITE ADDRESSES: OneNet: www.onenet.net/ops

AUTHORIZED CUSTOMERS: All state entities identified as municipal, county, hospital, state agency or educational institution eligible for direct connection to OneNet under its Client Connection Policy. http://www.onenet.net/clientservices/category1/sub2/clientconnecpolicy.htm

CONTRACT TERMS AND CONDITIONS: All end users agree to abide by the terms and conditions outlined in the attached agreement and agreed to by the State Regents.

CONTRACT PRICING: A fixed discount schedule (Exhibit B) is attached.

SHIPPING: F.O.B. Destination.

CONTRACT PERFORMANCE: Contract performance will be monitored and any infractions of the contract by either agencies or vendor will be reported to the Director of Business Services and Administration at the Oklahoma State Regents for Higher Education.

CONTRACT ADMINISTRATOR:

3COM Tele: 901-853-5875

350 Campus Drive FAX: 888-867-0817

Marlborough, MA 01752 FEI#: 94-2605794

ATTN: Frank Boswell frank_boswell@3com.com

CONTACT INFORMATION:

Mediasoft, Inc.

7200 Broadway Extension

Oklahoma City, OK 73116

Federal ID #: 73-1179836

Sales Contact: Becky Rivera

Phone: 405-607-2048

Fax: 405-607-2071

Email: BRivera@MediaSoftUSA.com

Contract Administrator: Bob Alfson, CEO

Phone: 405-607-2000

Fax: 405-607-2071

Email: BAlfson@MediaSoftUSA.com

Nsync Services, Inc.

10808 S. Memorial, # 101

Tulsa, OK 74133

Federal ID #: 76-0627178

Sales Contact: Larry Singletary

Phone: 918-369-9517

Fax: 918-369-9519

Email: ls@nsyncservices.com

Contract Administrator: Greg Wright

2418 Pearwood Court

Grand Prarie, TX 75050

Phone: 972-641-7426

Fax: 972-641-8093

Email: gw@nsyncservices.com

Jump Technology Services

6301 East 41^st Street

Tulsa, OK 74135

Federal ID #: 73-1587631

Sales & Contracting Contact: Tom Powers

Phone: 918-624-5867

Fax: 918-270-6650

Email: tom.powers@jumpfaster.com

PC Mall Gov, Inc.

2201 Cooperative Way, Suite 301

Herndon, VA 20171

Federal ID#: 33-0964088

Sales Contact: Sharon Ennis

Phone: 800-625-5468

Fax: 703-904-0566

Email: SharonE@pcmall.com

Contract Administrator: Christine Judd

Phone: 800-625-5468 ext. 8163

Fax: 703-904-0566

Email: ChristineJ@pcmall.com

Smart Technologies, Inc

201 S. Eagle Lane

Oklahoma City, OK 73128

Federal ID#: 73-1425316

Sales & Contracting Contact: Mike Robichaux

Phone: 405-787-7878

Fax: 405-78-1117

Email: mrobichaux@smart-technologies.com

Contract Administrator: Gary Hudson

Phone: 405-787-7878

Fax: 405-787-1117

Email: ghudosn@smart-technologies.com

United Systems, Inc.

4335 Classen Boulevard

Oklahoma City, OK 73118

Federal ID#: 73-1539123

Sales Contact: Scott Walderbach

Phone: 405-523-2162

Fax: 405-523-2185

Email: swalderbach@unitedsystemsok.com

Contract Administrator: Rick Loven

Phone: 405-523-2162

Fax: 405-523-2187

Email: rloven@unitedsystemsok.com

3Com

State & Local Government Sales Agreement

between

3Com Corporation

and

Oklahoma State Regents for Higher Education

(Customer)

Effective Date: ________________________________

Contract #: ___________________________________

List of Exhibits

Exhibit A – Discount Schedule

Exhibit B – U.S. Export/Re-Export Requirements

Exhibit C – Contract Sales Report Format

Exhibit D – 3Com State of Oklahoma Price List

Exhibit E – 3Com Service Agreement Terms and Conditions

3Com

State & Local Government Sales Agreement

This Agreement is made on ____________________, 2002 ____ ("Effective Date") between:

3Com Corporation ("3Com") and __________________________________________

5400 Bayfront Plaza

P.O. Box 58145

Santa Clara, CA 95052-8145 __________________________________________

(408) 326-5000 ^Address

FAX (408) 326-5001

Attn: Sales Contract Administrator __________________________________________

M/S 1404 ^City^State^Zip

__________________________________________

^{Phone Number}

__________________________________________

^{FAX Number}

Subject to the terms and conditions set forth herein below, the parties hereto have caused this Agreement to be executed by their duly authorized representatives on the date(s) shown below.

3Com Corporation Okla. State Regents for Higher Education

Signature______________________________ Signature___________________________________

Printed________________________________ Printed_____________________________________

Title__________________________________ Title_______________________________________

Date__________________________________ Date_______________________________________

==========================================================================

3Com

State & Local Government Sales Agreement

INDEX

Signature Page

RECITALS

TERMS AND CONDITIONS

1 Scope

2 Type of Contract

3 Term

4 Termination

4.1 Termination for Convenience

4.2 Termination for Cause

4.3 Obligations Upon Termination or Expiration

5 End-User Software License

6 Payment Terms

7 Discounts

8 Price Reduction

9 Price Increases

10 Contract Sales Reporting and Payment

11 Contract Sales Report Format

12 Use of Resellers

13 Order Processing and Payments

14 Shipping and Handling Fees

15 Taxes and Duties

16 Export Control Regulations

17 Warranties

17.1    Hardware Warranty
            17.2    Software Warranty
            17.3    Warranties Exclusive

18 Non-Warranty Repair Service

19 Patent and Copyright Indemnity

20 Limitation of Liability

21 Product Changes

22 Confidentiality and Publicity

23 General

23.1 Entire Agreement

23.2 Force Majeure

23.3 Notices

23.4 Waiver

23.5 Severability

23.6 Assignment

23.7 Photocopy of Original

23.8 Dispute Resolution

23.9 Governing Law

23.10 Choice of Language

23.11 United States Government End Users

State & Local Government Sales Agreement

RECITALS

A. 3Com develops, manufactures, and sells or licenses certain hardware and software products under the 3Com^(R) trademark. Attached as Exhibit D is 3Com’s price list for the products and services that 3Com may provide to Customer under this Agreement. Products purchased under this Agreement must be for Customer's own use.

B. By this Agreement the parties have set forth the following conditions under which Customer will purchase from 3Com.

The following terms shall have a defined meaning as used in this Agreement:

"Customer" means the entity who, for the purposes of this Agreement, is a purchaser or licensee of computer products who acquires such products for its own internal use rather than for distribution or resale. "Customer" includes counties, school districts, municipalities, vocational-technical schools, institutions within the state system, other state agencies, and any entity eligible for direct connection to OneNet under its Client Connection Policy. “Hardware” means those networking products and similar equipment and also including options, accessories and attachments to such products and equipment. Hardware includes as a component thereof any media fixedly embedded therein such that it is not normally replaced except for maintenance and repair. Hardware may include in its meaning, depending upon context, a system or systems consisting of tangible equipment and Software.

"3Com" means 3Com Corporation, a Delaware corporation with its principal place of business located at the address shown on page ii.

"Products" includes both Hardware and Software, unless a particular usage indicates otherwise.

“Reseller” means a distributor, dealer, or value-added reseller designated by 3Com who participates as a primary distribution source for 3Com.

"Software" means those Products described in the 3Com Price List that are computer programs in object code form.

TERMS AND CONDITIONS

The parties agree as follows:

1 Scope

This Agreement sets forth the terms and conditions governing the acquisition of networking hardware and software, including installation, configuration, extended warranties, maintenance and other incidental services (including, but not limited to, consulting and training). Customer may purchase Products from 3Com or any 3Com-authorized reseller under the terms of this Agreement, for shipment to destinations within the State of Oklahoma.

2 Type of Contract

This Agreement will be a non-encumbered firm fixed price contract for an indefinite quantity. 3Com or any 3Com-authorized reseller must clear shipments with requesting agency prior to shipping any portion of this contract. 3Com or any 3Com-authorized reseller may accept purchase orders issued by counties, school districts, municipalities, vocational-technical schools, institutions with state system, other state agencies, and any entity eligible for direct connection to OneNet under its Client Connection Policy.

3 Term

The term of this Agreement shall be for one year from the effective date with three (3) automatic one-year renewal options.

4 Termination

4.1 Termination for Convenience. The Oklahoma State Regents for Higher Education (State Regents) may terminate this Agreement, at will, at any time, with or without cause, by written notice to 3Com given not less than thirty (30) days prior to the effective date of such notice. After the first six months, 3Com may terminate this Agreement with (120) days written notice to Customer. In no event shall either party be liable for termination of this Agreement pursuant to this Subsection.

4.2 Termination for Cause. Either party shall have the right to terminate this Agreement for cause if the other party:

(a) fails to perform any material term or condition of this Agreement, and does not remedy the failure within thirty (30) days after receipt of written notice of such default given by the non-defaulting party; or

(b) becomes insolvent, files or has filed against it a petition under applicable bankruptcy or insolvency laws which is not dismissed within ninety (90) days, proposes any dissolution, composition or financial reorganization with creditors, makes an assignment for the benefit of creditors, or if a receiver, trustee, custodian or similar agent is appointed or takes possession with respect to any property or business of the defaulting party.

4.3 Obligations Upon Termination or Expiration. The termination or expiration of this Agreement shall in no way relieve either party from its obligations to pay the other party any sums accrued hereunder prior to such termination or expiration or affect the limitation of liability. The obligations identified in the United States Government End Users and Export Control Regulations clauses shall survive indefinitely. Other obligations which shall survive for a period of five (5) years from the termination or expiration of this Agreement include: security interest and reservation of title; taxes and duties; and patent and copyright indemnity provisions set forth herein. All warranties and confidentiality provisions shall remain in effect for their stated duration.

5 End-User Software License Agreement

Software is subject to an End-User License Agreement. If there is any inconsistency between this Agreement and the End User License Agreement, this Agreement will prevail. By its terms, such End-User License Agreement prohibits unauthorized copying. Customer agrees to abide by the terms of the License Agreement.

6 Payment Terms

Standard payment terms are net thirty (30) days after issuance of the invoice. The invoice is issued upon shipment. Customer must give 3Com written notice of any discrepancies among the purchase order, the invoice, and the Products received, within thirty (30) days after receipt of the Products or the invoice, whichever occurs later. If there is any dispute as to a part of a shipment, Customer will pay for the undisputed part of that shipment. 3Com reserves the right to charge Customer interest on any delinquent balance. This interest is computed on a daily basis for each day that the payment is delinquent, at the lesser of eighteen percent (18%) per year or the maximum rate permitted by law. 3Com reserves the right to refuse shipment to Customer if Customer is delinquent in making payments to 3Com. All payments to 3Com shall be in U.S. dollars, free of any restrictions and less any Withholding Tax (defined in Section 15, Taxes and Duties, below). Customer grants 3Com a security interest in products purchased under this Agreement to secure payment for those products purchased. If requested by 3Com, Customer agrees to execute financing statements to perfect this security interest.

7 Discounts

The list prices for the Products, as set forth from time to time in 3Com's applicable Price List, are used in computation of prices charged to Customer by 3Com. The discounts set forth in Exhibit A - Discount Schedule shall apply to Products included in 3Com’s Price List for the United States. 3Com shall have the right, in its sole discretion, to add or delete Non-Discountable Products from, and to change discount categories in, the then-current applicable Price List, upon giving at least thirty (30) days written notice.

As additional consideration for the execution of this Agreement, 3Com will {periodically} remit, or cause to be remitted, to the State Regents/OneNet an amount equal to two percent (2%) of the gross sales made pursuant hereto. 3Com’s obligation to pay can be satisfied by the performance of a third party identified by 3Com. However the required payments are made, the obligation for timely payment remains the responsibility of 3Com.

8 Price Reduction

Price Decreases shall take effect automatically during the contract term where:

(a) List Price is Reduced. Contractor lowers its pricing for Product and/or services to its customers during the contract term. In such case the Contractor shall lower Contract pricing in accordance with the established pricing structure as outlined in Exhibit A; or

(b) Special Offers/Promotions. Contractor offers any customer generally during the term of the Contract other more advantageous special promotions or special discount pricing, in which case the maximum discount associated with such offer or promotion, if greater than the discount otherwise available under this Contract (“Contract discount”), shall, for transactions on the same terms or for the life of such special offer or promotion, be used in lieu of the Contract discount in the calculation of the Contract Price.

(c) Special Offers/Promotions to Authorized Users Under/Outside of Contract. Contractor may offer Customers, under either the Contract or any other contracting vehicle, competitive pricing which is lower than the rates set forth herein at any time during the Contract term and such lower rates shall not be applied as a global price reduction under the Contract pursuant to the foregoing paragraph (b).

9 Price Increases

3Com may increase the prices of Products set forth in its Price List by written notice to State Regents not less than thirty (30) days prior to the effective date of such increase. Orders issued by Customer prior to the effective date will be invoiced at the prior lower price provided the shipments are scheduled to ship within sixty (60) days of the effective date. All orders issued after the effective date, or those in the backlog which are scheduled to ship sixty (60) days or more after the effective date shall be subject to the price increase.

10 Contract Sales Reporting and Payment

3Com will submit periodic reports to the State Regents reflecting the total sales made under this Agreement. These reports and the discount payments are due within thirty (30) business days after the close of the sales period. The sales period may be monthly or quarterly, but no later than quarterly, as agreed upon by 3Com and State Regents . Reports and Discount payments will be remitted to the attention of:

Mary Jo Linder, Director

Business Services and Administration

Oklahoma State Regents for Higher Education

P.O. Box 108850

Oklahoma City, OK 73101-8850

11 Contract Sales Report Format

Reporting information will be submitted in the format identified as Exhibit C to this Agreement.

12 Use of Resellers

The State Regents authorizes 3Com to utilize designated resellers to participate as alternate distribution sources for 3Com. Resellers may be added at any time during the term of the Agreement at the discretion of 3Com. Such participation is subject to the following conditions:

A. 3Com will provide the State Regents , in advance, with reseller ordering and billing addresses.

B. 3Com shall be fully liable for the resellers’ performance and compliance with all contract terms and conditions herein.

C. Products ordered directly from the resellers are subject to all terms and conditions of this Agreement. Resellers may only offer those products and services approved by the State Regents for sale under the Agreement.

D. 3Com’s pricing in Exhibit D constitutes a ceiling price, which shall be the maximum price payable by authorized users under this Agreement. Resellers may not charge more than the ceiling rates set forth in Exhibit D, but may offer Customers lower pricing than the ceiling pricing set forth therein.

13 Order Processing and Payments

All Customer purchase orders will be placed directly with the participating Resellers.

Invoices shall be submitted by Reseller directly to the Customer. All payments for products and/or services purchased under this Contract shall be made to the Reseller by the Customer.

Although Customer may use its standard purchase order and other forms, and Reseller may use its standard order acknowledgement and invoice and other forms, the terms and conditions of this Agreement will prevail over Customer's and Reseller’s forms and any inconsistent, conflicting, different or additional terms in such form will be of no effect.

14 Shipping and Handling Fees

The price to the Customer under this Contract shall include all shipping and handling fees. Shipments will be F.O.B. Customers destination. No additional fees shall be charged to the Customer for standard shipping and handling. If the Customer requests expedited delivery, Customer will be responsible for any charges for expedited delivery.

15 Taxes and Duties

All stated prices are exclusive of any taxes, fees and duties or other amounts, however designated, and including without limitation value added and withholding taxes which are levied or based upon such charges, or upon this Agreement. Any taxes related to products purchased or licensed pursuant to this Agreement shall be paid directly by Customer or Customer shall present an exemption certificate acceptable to the taxing authorities. Applicable taxes shall be billed as a separate item on the invoice, to the extent possible.

16 Export Control Regulations

Customer will not export or re-export the Products (including their accompanying documentation or any copies thereof) purchased under this Agreement in violation of any applicable laws or regulations of the United States or in the country in which Customer obtained them. Customer agrees to comply with the U.S. Export/Re-Export Requirements set forth in Exhibit B, attached hereto and incorporated herein by reference. The list of countries in Exhibit B is accurate as of May, 1999. Such list is subject to change by the U.S. Government, and it shall be considered updated to be consistent with then-current U.S. law. Additional information about Customer may be required before encrypted Products may be purchased. The purchase will be allowed only if it is in full compliance with U.S. law. 3Com may require Customer to fill out and execute additional export control documents.

3Com agrees to use commercially reasonable steps to obtain, at 3Com's expense, all documentation required by the United States Export Administration Regulations and/or other authorities to permit the exportation of Products (including their accompanying documentation or any copies thereof) to Customer. Customer agrees to obtain and provide International Import Certificates and/or other support documentation required by 3Com in order to apply for U.S. export licenses. Customer agrees to furnish 3Com with all necessary information needed for the export licensing process in a timely manner. 3Com shall have no liability or obligation to Customer if the responsible government authorities decline to issue any such export licenses or if such licenses are not issued in a timely manner. ALL ORDERS ISSUED PURSUANT TO THIS AGREEMENT ARE SUBJECT TO THE OBTAINING OF SAID LICENSES.

If Customer chooses to use a freight forwarder or agent, other than a 3Com preferred freight forwarder, to export Products (including their accompanying documentation or any copies thereof) from the United States, Customer or its properly authorized agent or forwarder must hold a properly executed power of attorney to prepare and sign Shipper’s Export Declarations as exporter of record from the United States.

17 Warranties

17.1. Hardware Warranty. 3Com warrants to Customer that all Hardware sold by 3Com to Customer under the terms of this Agreement will be free from defects in workmanship and materials under normal use and service for length of time indicated in the User Guide accompanying the product.

3Com’s sole obligation under this express warranty shall be, at 3Com’s option and expense, to repair the defective Product or part, deliver to Customer an equivalent Product or part to replace the defective item, or if neither of the two foregoing options is reasonably available, 3Com may, in its sole discretion, refund to Customer the purchase price paid for the defective Product. All Products that are replaced will become the property of 3Com. Replacement Products may be new or reconditioned. 3Com warrants any replaced or repaired Product or part for ninety (90) days from shipment or the remainder of the initial warranty period, whichever is longer.

17.2 Software Warranty. 3Com warrants to Customer that each Software program licensed from it will perform in substantial conformance to its program specifications for a period of ninety (90) days. 3Com warrants the media containing Software against failure during the warranty period. The warranty commences on shipment by 3Com. No updates are provided under this Agreement. 3Com's sole obligation with respect to this express warranty shall be (in 3Com's discretion) to refund the purchase price paid by Customer for any defective Software, or to replace any defective media with Software which substantially conforms to applicable 3Com published specifications. Customer assumes responsibility for the selection of the appropriate applications program and associated reference materials. 3Com makes no warranty or representation that its Software will meet Customer’s requirements or work in combination with any hardware or applications software products provided by third parties, that the operation of the Software will be uninterrupted or error-free, or that all defects in the Software will be corrected. For any third party products listed in the 3Com Software documentation or specifications as being compatible, 3Com will make reasonable efforts to provide compatibility, except where the non-compatibility is caused by a "bug" or defect in the third party's product or from use of the Software not in accordance with 3Com’s published specifications or user manual. THIS 3COM PRODUCT MAY INCLUDE OR BE BUNDLED WITH THIRD PARTY SOFTWARE, THE USE OF WHICH IS GOVERNED BY A SEPARATE END USER LICENSE AGREEMENT. THIS 3COM WARRANTY DOES NOT APPLY TO SUCH THIRD PARTY SOFTWARE. FOR THE APPLICABLE WARRANTY, PLEASE REFER TO THE END USER LICENSE AGREEMENT GOVERNING THE USE OF SUCH SOFTWARE.

17.3 Warranties Exclusive. IF A 3COM PRODUCT DOES NOT OPERATE AS WARRANTED ABOVE, CUSTOMER’S SOLE REMEDY FOR BREACH OF THAT WARRANTY SHALL BE REPAIR, REPLACEMENT, OR REFUND OF THE PURCHASE PRICE PAID, AT 3COM’S OPTION. TO THE FULL EXTENT ALLOWED BY LAW, THE FOREGOING WARRANTIES AND REMEDIES ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES, TERMS, OR CONDITIONS, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES, TERMS, OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND SATISFACTORY QUALITY AND CORRESPONDENCE WITH DESCRIPTION, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. 3COM'S WARRANTIES CONTAINED HEREIN RUN ONLY TO CUSTOMER, AND ARE NOT EXTENDED TO ANY THIRD PARTIES. 3COM NEITHER ASSUMES NOR AUTHORIZES ANY OTHER PERSON TO ASSUME FOR IT ANY OTHER LIABILITY IN CONNECTION WITH THE SALE, INSTALLATION, MAINTENANCE OR USE OF ITS PRODUCTS.

3COM SHALL NOT BE LIABLE UNDER THIS WARRANTY IF ITS TESTING AND EXAMINATION DISCLOSE THAT THE ALLEGED DEFECT IN THE PRODUCT DOES NOT EXIST OR WAS CAUSED BY CUSTOMER'S OR ANY THIRD PERSON'S MISUSE, NEGLECT, IMPROPER INSTALLATION OR TESTING, UNAUTHORIZED ATTEMPTS TO OPEN, REPAIR OR MODIFY THE PRODUCT, OR ANY OTHER CAUSE BEYOND THE RANGE OF THE INTENDED USE, OR BY ACCIDENT, FIRE, LIGHTNING, OTHER HAZARDS, POWER CUTS OR OUTAGES, OR ACTS OF GOD.

18 Non-Warranty Repair Service

Non-warranty repair services for Hardware will be provided at a 3Com designated facility for a fixed price. When a Product is obsoleted, 3Com will issue an obsolescence notice that will state the period of time that repair service will continue to be available. Spare parts are normally available for two (2) years after obsolescence, and repairs are normally available for five (5) years after obsolescence.

19 Patent and Copyright Indemnity

3Com shall, at its own expense, defend or settle any suit or proceeding that is instituted against Customer to the extent such suit or proceeding alleges that any Product sold by 3Com hereunder infringes any duly issued patent or copyright of the United States, and shall pay all damages awarded therein against Customer or agreed upon in settlement by 3Com; provided that Customer (i) gives 3Com immediate notice in writing of any such suit, proceeding or threat thereof; (ii) permits 3Com sole control, through counsel of 3Com’s choice, to answer the charge of infringement and defend and/or settle such suit; and (iii) gives 3Com all the needed information, assistance and authority, at 3Com’s expense, to enable 3Com to defend or settle such suit.

The above provision shall not apply to, and 3Com shall have no liability or obligation for, any infringement arising from the following: (i) any modification, servicing or addition made to the Product by anyone other than 3Com; (ii) the use of such a Product as a part of or in combination with any devices, parts or software not provided by 3Com; (iii) compliance with Customer’s design requirements or specifications; (iv) the use of other than a current unaltered release of the Software available from 3Com; or (v) the use of such Product to practice any method or process which does not occur wholly within the Product. This exclusion applies to the extent that the infringement would have been avoided but for such modification, combination, compliance with specifications, use of other than the current release, or practice of such method or process.

In the event the use of any Product purchased from 3Com be enjoined, or in the event 3Com wishes to minimize its potential liability hereunder, 3Com may, at its sole option and expense: (i) procure for Customer the right to use such Product; (ii) substitute a functionally equivalent, non-infringing unit of the Product; (iii) modify such Product so that it no longer infringes but remains functionally equivalent; or (iv) if none of the foregoing are commercially feasible, take back such Product and refund the purchase price paid by Customer for such Product, depreciated over a five (5) year period using the straight line method. 3Com shall in no event be obligated to accept new orders for Products which are subject to a claim of infringement covered under this Section.

THIS SECTION STATES 3COM'S TOTAL RESPONSIBILITY AND LIABILITY, AND CUSTOMER'S SOLE REMEDY, FOR ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT BY ANY PRODUCTS DELIVERED HEREUNDER OR ANY PART THEREOF AND IS IN LIEU OF AND REPLACES ANY AND ALL OTHER EXPRESS, IMPLIED OR STATUTORY WARRANTIES REGARDING INFRINGEMENT

20 Limitation of Liability

TO THE FULL EXTENT ALLOWED BY LAW THE PARTIES EXCLUDE ANY LIABILITY, WHETHER BASED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE), FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND, OR FOR LOSS OF REVENUE OR PROFITS, LOSS OF BUSINESS, LOSS OF INFORMATION OR DATA, OR OTHER FINANCIAL LOSS ARISING OUT OF OR IN CONNECTION WITH THE SALE, INSTALLATION, USE, PERFORMANCE, FAILURE OR INTERRUPTION OF THE PRODUCTS PURCHASED OR LICENSED UNDER THIS AGREEMENT. THE EXCLUSIONS STATED IN THIS PARAGRAPH ALSO APPLY TO 3COM'S SUPPLIERS.

NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE MAXIMUM LIABILITY OF EITHER PARTY HEREUNDER SHALL NOT EXCEED THE PURCHASE PRICE OF THE PRODUCTS PURCHASED DURING THE TERM OF THIS AGREEMENT. IN THE CASE OF CUSTOMER’S LIABILITY TO 3COM, THE FOREGOING AMOUNT SHALL BE IN ADDITION TO THE PAYMENTS DUE BY CUSTOMER TO 3COM FOR PRODUCTS PURCHASED HEREUNDER.

TO THE EXTENT ANY LIMITATION OF LIABILITY CONTAINED HEREIN IS CONSTRUED BY A COURT OF COMPETENT JURISDICTION TO BE A LIMIATION OF LIABILITY IN VIOLATION OF OKLAHOMA LAW, SUCH LIMITATION OF LIABILITY SHALL BE VOID.

21 Product Changes

3Com reserves the right to change, improve or add any new Product at any time. 3Com shall provide written notice of any major changes to Products purchased under this Agreement that affect form, fit or function prior to their implementation.

22 Confidentiality and Publicity

To the extent allowed by the Constitution and Laws of the State of Oklahoma, the State Regents agrees to the following limitations on disclosure:

Customer acknowledges that, in connection with this Agreement and its relationship with 3Com, it may obtain information relating to the Products or to 3Com which is of a confidential or proprietary nature (“Confidential Information”). Such Confidential Information may include, but is not limited to, trade secrets, know how, inventions, techniques, processes, programs, schematics, software source documents, data, customer lists, financial information, and sales and marketing plans or information which Customer knows or has reason to know is confidential, proprietary or trade secret information of 3Com. Customer shall at all times, both during the term of this Agreement and for a period of at least three (3) years after its termination, keep in trust and confidence all such Confidential Information, and shall not use such Confidential Information other than expressly authorized by 3Com under this Agreement, nor shall Customer disclose any such Confidential Information to third parties without 3Com’s written consent. Customer further agrees to immediately return to 3Com all Confidential Information (including copies thereof) in Customer’s possession, custody or control upon termination of this Agreement at any time and for any reason. The obligations of confidentiality shall not apply to information which (a) has entered the public domain except where such entry is the result of Customer’s breach of this Agreement; (b) prior to the disclosure thereunder was already in the Customer’s possession; or (c) subsequent to disclosure hereunder is obtained by Customer on a nonconfidential basis from a third party who has the right to disclose such information to the Customer.

The State Regents is a governmental entity of the State of Oklahoma, by virtue of which it is subject to the Oklahoma Open Records Act (ORA), codified at 51 O.S. § 24.A.1, et seq. The parties agree that any provision of this Agreement that conflicts with the ORA is ineffective. The State Regents do undertake to protect proprietary information provided by 3Com to the full extent permitted by the ORA. Any press release or publication regarding this Agreement is subject to prior review and written approval of the parties.

23 General

23.1 Entire Agreement. This Agreement is intended as the complete, final and exclusive statement of the terms of the agreement between the parties relating to the subject matter hereof and supersedes all prior understandings, writings, proposals, representations or communications, oral or written, relating to the subject matter hereof. This Agreement may not be modified except in a writing executed by both parties.

23.2 Force Majeure. Neither party shall be liable to the other party for any alleged loss or damages resulting from delays in performance (including for 3Com loss or damages resulting from delivery of the Products being delayed) caused by acts of the other party, acts of civil or military authority, governmental priorities, earthquake, fire, flood, epidemic, quarantine, energy crisis, strike, labor trouble, war, riot, accident, shortage, delay in transportation, or any other causes beyond the reasonable control of the party whose performance is so delayed.

23.3 Notices. Any notice regarding non-performance, breach, termination, or renewal shall be given in writing and shall be hand delivered or deposited, postage prepaid, registered or certified mail, return receipt requested, in the United States or other country’s mail, or sent by a recognized overnight courier, addressed to Customer or 3Com, as the case may be, at the address first stated in this Agreement or at such other address as shall be given by either one to the other in writing. All other notices may be sent by regular mail or by facsimile or e-mail confirmed by first class mail. All notices shall be deemed to have been given and received on the earlier of actual delivery or three (3) days from the date of postmark.

23.4 Waiver. A waiver of any default hereunder or of any of the terms and conditions of this Agreement shall not be deemed to be a continuing waiver or a waiver of any other default or of any other term or condition, but shall apply solely to the instance to which such waiver is directed. The exercise of any right or remedy provided in this Agreement shall be without prejudice to the right to exercise any other right or remedy provided by law or equity.

23.5 Severability. In the event any provision of this Agreement is found to be invalid, illegal or unenforceable, a modified provision shall be substituted which carries out as nearly as possible the original intent of the parties and the validity, legality and enforceability of any of the remaining provisions shall not in any way be affected or impaired thereby.

23.6 Assignment. Assignment of this Agreement shall be prohibited without the express written consent of the other party; except that 3Com shall be entitled to assign its interest in this Agreement to any subsidiary or affiliate or in connection with a merger or other business combination in which 3Com is not the surviving entity. Any attempted assignment in violation of this provision shall be null and void.

23.7 Photocopy of Original. Both parties agree that an unaltered and accurate photocopy of the executed original of this Agreement may be used for the purpose of making any required or allowed public filings or other purposes.

23.8 Governing Law. Except for any disputes arising or relating to 3Com’s intellectual property, including but not limited to 3Com’s Software and Confidential Information which shall be interpreted under the laws of the State of California, the validity, interpretation, and performance of this Agreement shall be controlled by and construed under laws of the State of Oklahoma, United States of America as if performed wholly within the state and without giving effect to the principles of conflict law. Each party hereby agrees the other party shall be entitled to seek any appropriate legal or equitable remedies for any material breach of this Agreement. The parties specifically disclaim the UN Convention on Contracts for the International Sale of Goods.

23.9 Choice of Language. The original of this Agreement has been written in English. In the event of any conflict or inconsistency between the English language version and the local language version of this Agreement (if a local language version is prepared), the English language version will be the controlling document for all purposes.

23.10 United States Government End Users. All technical data and computer software is commercial in nature and developed solely at private expense. Software is delivered as “Commercial Computer Software” as defined in DFARS 252.227-7014 (June 1995) or as a “Commercial Item” as defined in FAR 2.101(a) and as such is provided with only such rights as are provided in 3Com’s standard commercial license for such software. Technical data is provided with limited rights only as provided in DFARS 252.227-7015 (Nov 1995) or FAR 52.227-14 (June 1987), whichever is applicable. Customer agrees not to remove, deface or modify any portion of any legend provided on any licensed program or documentation delivered to it under this Agreement.

3Com State & Local Government Sales Agreement

EXHIBIT A

DISCOUNT SCHEDULE

Contract pricing is based on discounts off 3Com List Price. The discount percentages vary by 3Com Product Category. 3Com’s LAN Telephony products are being offered as a sub-category with a separate discount schedule.

Discount Category Discount

B 41%

D 10%

E 0%

F 25%

G 38%

J 35%

LAN Telephony Category

F 0%

G 13%

J 4%

3Com Services

Guardian 15%

Express 15%

NBX Installation 15%

Professional Services 0%

EXHIBIT B

U.S. EXPORT/RE-EXPORT REQUIREMENTS

Customer is about to receive from 3Com Corporation (“3Com”) and its subsidiaries certain technology, software and/or products. Customer understands that this transaction constitutes a transfer, export, or re-export of United States products and is therefore, governed by the provisions of the U.S. Export Administration Regulations (“EAR”).

TSR – TECHNOLOGY AND SOFTWARE UNDER RESTRICTION

Customer hereby certifies that, unless prior authorization is received by Customer from the U.S. Department of Commerce, Customer shall not transfer, export, or re-export, directly or indirectly, any 3Com technology or software (or the direct product of such technology or software or any part thereof, or any process or service which is the direct product of such technology or software) received under License Exception TSR to any of the following nations or nationals thereof:

Albania, Armenia, Azerbaijan, Belarus, Bulgaria, Cambodia, Cuba, Estonia, Georgia, Iran, Iraq, Kazakhstan, Kyrgystan, Laos, Latvia, Libya, Lithuania, Moldova, Mongolia, North Korea, People’s Republic of China, Republic of Serbia, Romania, Russia, Sudan, Syria, Tajikistan, Turkmenistan, Ukraine, Uzbekistan, Vietnam.

CIV – CIVIL END USERS

Customer acknowledges that if Customer is located in one of the countries listed below and Customer receives products under license exception CIV from 3Com, Customer will not transfer, export or re-export these products to military end-users or for known military uses. In addition to conventional military activities, Customer understands that military uses include any proliferation activities and that both uses would require an approved license from the U.S. Government prior to such sale or export.

Albania, Armenia, Azerbaijan, Belarus, Bulgaria, Cambodia, Estonia, Georgia, Kazakhstan, Kyrgystan, Laos, Latvia, Lithuania, Moldova, Mongolia, People’s Republic of China, Romania, Russia, Tajikistan, Turkmenistan, Ukraine, Uzbekistan, Vietnam

EMBARGOED COUNTRIES –COMPREHENSIVE LISTING

Customer acknowledges that it is unlawful to, and agrees that Customer will not transfer, export or re-export without U.S. Government permission, U.S. origin products, software, technology or the product thereof, if Customer knows that the products, software, technology or the product thereof are destined for the following embargoed countries:

Cuba, Iran, Iraq, Libya, North Korea, Republic of Serbia, Sudan and Syria

PROLIFERATION CONTROLS

Customer agrees not to transfer, export or re-export products, technology or software if Customer is informed by the U.S. Government that an export license is required for transfer, export, or re-export to Customer’s customers or any intermediate entity in the chain of supply because it may apply to the design, development, production, stockpiling or use of missiles, chemical or biological weapons or for nuclear end use.

Chemical and Biological Weapons, Missile Technology

Customer acknowledges that it is unlawful to, and agrees that Customer will not, transfer, export or re-export without U.S. Government permission, U.S. origin products, software or technology if Customer knows that the products, technology or software; (a) are destined for any missile technology project, or (b) will be used in the design, development, production or use of missiles, or (c) will be used in the design, development, production, stockpiling, or use of chemical or biological weapons, if any such activities are located in any of the following proliferation risk countries:

Afghanistan, Algeria, Andorra, Angola, Armenia, Azerbaijan, Bahrain, Belarus, Bulgaria, Burma, Cambodia, People’s Republic of China, Comoros, Djibouti, Egypt, Georgia, India, Israel, Jordan, Kazakhstan, Kuwait, Kyrgystan, Lebanon, Micronesia, Moldova, Mongolia, Oman, Pakistan, Qatar, Russia, Saudi Arabia, Taiwan, Tajikistan, Turkmenistan, Ukraine, United Arab Emirates (UAE), Uzbekistan, Vanuatu, Vietnam, Yemen.

Nuclear Controls

Customer further acknowledges that it is unlawful to, and agrees that Customer will not, transfer, export or re-export without U.S. Government permission 3Com products, software, or technology, if Customer knows that it will be used for nuclear end-uses in any country other than:

Australia, Belgium, Canada, Denmark, France, Germany, Greece, Iceland, Italy (including San Marino and Vatican City), Japan, Luxembourg, the Netherlands, New Zealand, Norway, Portugal, Spain, Turkey or the United Kingdom.

FOREIGN CORRUPT PRACTICES ACT

Customer understands that 3Com is prohibited from corruptly making payments or giving anything of value, directly or through a foreign sales representative, to officials of any non-U.S. government, candidates for a non-U.S. political office, non-U.S. political parties, or any person where the payer knows the payment will be passed on to a non-U.S. government official, candidate, political office or political party.

Customer certifies that neither it, nor to its knowledge any of its employees, representatives, or agents, has made, offered to make or agreed to make any loan, gift, donation or other payment, directly or indirectly, whether in cash or in kind, to or for the benefit of any candidates, committee, political party or faction or government subdivision or any individual elected, appointed or otherwise designated as an employee or officer thereof to obtain or retain business. Customer hereby confirms that if it learns of or has reason to know of any such payment, offer, or agreement to make a payment to any of the above-referenced persons or entities for the purpose of obtaining or retaining business for my company, it will immediately advise 3Com of its knowledge or suspicion.

Service Agreement Terms and Conditions

This Service Agreement (“Agreement”) is made this ____ day of ____, 2002, (“Effective Date”) by and between 3Com Corporation (“3Com”) and _________________________________ (“Customer”). Subject to the terms and conditions of this Agreement, 3Com shall provide the Services to Customer for those Products and at those locations set forth in the Customer Information Document attached hereto as Appendix A.

1. TERM AND TERMINATION

1.1 The term of this Agreement shall be one (1) year from the Effective Date, or for three (3) years if the multi-year option is identified on the Customer Information Document, and may be extended for additional one (1) year terms by mutual agreement. Either party may terminate this Agreement if the other party: (a) fails to perform any material term or condition of this Agreement, and (b) does not remedy the failure within thirty (30) days after receipt of written notice of such failure.

1.2 The termination or expiration of this Agreement shall in no way relieve either party from its obligations to pay the other party any sums accrued hereunder prior to such termination or expiration or affect any other provisions hereunder.

2.0 ELIGIBILITY FOR SUPPORT

2.1 This Agreement only covers the 3Com hardware and software (“Products”) identified at the time of purchase, any additional Products amended to this Agreement, and any replacement Product, part, or software provided hereunder.

2.2 3Com requires that each unit of the same Product located at Customer's site be covered by the same level of Service and must include the chassis and all associated cards.

2.3 The Product must contain the most current, or immediately preceding version of 3Com software and/or firmware and be installed and maintained in accordance with the specifications set forth in the manual furnished with the Product.

3.0 RIGHTS AND OBLIGATIONS

3.1 Customer shall provide access to all documentation, diagnostics programs, operating systems, utilities, application programs as deemed necessary by 3Com.

3.2 3Com may, at its option, designate a sub-contractor to provide Services to Customer on behalf of 3Com.

4.0 SERVICE EXCLUSIONS

4.1 Any services outside the scope of this Agreement, including, but not limited to customization or installation of Products. Such additional services may be furnished on a time and materials basis at 3Com’s then-current rates, subject to availability of 3Com’s service personnel.

4.2 Any misuse or negligent use of a Product or part, including replacement of parts or repair of damage, any use other than its intended use, or use outside the environmental range specified by 3Com.

4.3 Any services to the Product resulting from unusual external causes such as, but not limited to, power failure, power surges, air conditioning failure, humidity, improper input/output signals to 3Com’s connections or Customer’s other software not previously approved by 3Com, accident, fire, explosion or Act of God.

4.4 All service options may not be available in all locations and may be restricted in some countries due to export or other regulations. Where export restrictions occur, software will not be supplied. 3Com may suspend Services under this Agreement if Customer delivers technical data or Product in violation of the applicable export regulations.

5.0 PAYMENT TERMS

5.1 All service fees are due and payable in advance. Payment is due within thirty (30) days from the date of invoice and will be in U.S. dollars, free of any withholdings or restrictions.

5.2 All stated prices are exclusive of any taxes, fees and duties or other amounts, however designated, and including without limitation value added and withholding taxes which are levied or based upon such charges, or upon this Agreement. Any taxes related to products purchased or licensed pursuant to this Agreement shall be paid directly by Customer or Customer shall present an exemption certificate acceptable to the taxing authorities. Applicable taxes shall be billed as a separate item on the invoice, to the extent possible.

5.3 If any payment of any undisputed invoice from 3Com is delinquent for more than thirty (30) days, 3Com may suspend Services or terminate this Agreement, without limiting any other rights it may have. 3Com reserves the right to charge interest on any delinquent balance which shall be computed on a daily basis for each day that the payment is delinquent at the lesser of eighteen percent (18%) per year or the maximum rate permitted by law.

5.4 If this Agreement has been purchased from a 3Com reseller, the reseller will be invoiced for the Service fee for the Services provided and will be liable for the payment obligations herein. However, should such reseller fail to pay 3Com as required herein, 3Com reserves the right to terminate Services and enforce any rights it may have hereunder.

6.0 CONFIDENTIAL INFORMATION

To the extent allowed by the Constitution and Laws of the State of Oklahoma, the State Regents agrees to the following limitations on disclosure: Certain information, which is confidential in nature, may be exchanged in connection with the provision of Services under this Agreement. Confidential information may not be divulged to any third party without the prior written consent of the disclosing party for a period of three (3) years. This obligation does not apply to information which: (i) is now, or becomes, generally known or available; (ii) is lawfully known to the recipient without an obligation of confidentiality; (iii) is lawfully furnished to the recipient by a third party without restriction on disclosure; (iv) is furnished to others by the disclosing party without restriction; (v) is independently developed by the recipient without use of the disclosing party’s confidential information; or (vi) is required to be disclosed by a governmental agency or law, provided the recipient gives prompt notice to the other party prior to any disclosure.

7.0 LIMITED WARRANTY

7.1 3Com warrants that the repaired or replacement Product or part will be free from defects in material and workmanship for the later of a period of ninety (90) days from the date of shipment or the remainder of the original warranty period. 3Com’s sole obligation under this limited warranty shall be, at 3Com’s option, to repair or replace any defective Product or part.

7.2 3Com's technical engineers will provide quality technical support in accordance with generally recognized business practices and standards.

7.3 TO THE FULL EXTENT ALLOWED BY LAW, THE FOREGOING WARRANTIES AND REMEDIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, TERMS, OR CONDITIONS, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES, TERMS, OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND SATISFACTORY QUALITY. 3COM’S WARRANTIES CONTAINED HEREIN RUN ONLY TO CUSTOMER, AND ARE NOT EXTENDED TO ANY THIRD PARTIES. 3COM NEITHER ASSUMES NOR AUTHORIZES ANY OTHER PERSON TO ASSUME FOR IT ANY OTHER LIABILITY IN CONNECTION WITH THE SERVICES PROVIDED UNDER THIS AGREEMENT. 3COM SHALL NOT BE LIABLE UNDER THIS WARRANTY IF ITS TESTING AND EXAMINATION DISCLOSE THAT THE ALLEGED DEFECT IN THE EQUIPMENT OR SOFTWARE DOES NOT EXIST OR WAS CAUSED BY CUSTOMERS OR ANY THIRD PERSON’S MISUSE, NEGLIGENCE, IMPROPER INSTALLATION OR TESTING, UNAUTHORIZED ATTEMPTS TO REPAIR OR MODIFY, OR ANY OTHER CAUSE BEYOND THE RANGE OF THE INTENDED USE, OR BY ACCIDENT, FIRE, LIGHTNING OR OTHER HAZARD.

8.0 LIMITATION OF LIABILITY

8.1 3Com shall not be liable for any damages arising from performance or non-performance of the Product during a testing period or for any damages caused by the failure of Customer to perform its responsibilities.

8.2 3Com shall not be responsible for any software, firmware, information or memory data of Customer contained in, stored on, or integrated with any Product returned to 3Com under this Agreement.

8.3 TO THE FULL EXTENT ALLOWED BY LAW THE PARTIES EXCLUDE ANY LIABILITY, WHETHER BASED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE), FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND, OR FOR LOSS OF REVENUE OR PROFITS, LOSS OF BUSINESS, LOSS OF INFORMATION OR DATA, OR OTHER FINANCIAL LOSS ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OF SERVICES UNDER THIS AGREEMENT EVEN IF ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE. THE DISCLAIMER OF LIABILITY FOR DAMAGES WILL NOT BE AFFECTED IF ANY REMEDY PROVIDED HEREIN SHALL FAIL OF ITS ESSENTIAL PURPOSE. TO THE EXTENT ANY LIMITATION OF LIABILITY CONTAINED HEREIN IS CONSTRUED BY A COURT OF COMPETENT JURISDICTION TO BE A LIMIATION OF LIABILITY IN VIOLATION OF OKLAHOMA LAW, SUCH LIMITATION OF LIABILITY SHALL BE VOID.

9.0 GENERAL

9.1 Each party is an independent contractor, and not an agent or employee of the other party.

9.2 This Agreement is intended as the complete statement of the terms of the agreement between the parties relating to Services.

9.3 If either party is prevented from carrying out any of its obligations under this Agreement due to any circumstance beyond its reasonable control including, without limitation, act of government or God, interruption of power supplies, interference by a third party, industrial disputes, earthquake or other natural disaster, the party affected shall be excused from performance of such obligation for the duration and to the extent of such preventing circumstance.

9.4 A waiver of any default hereunder or of any of the terms and conditions of this Agreement shall not be deemed to be a continuing waiver or a waiver of any other default or of any other term or condition. In the event any provision of this Agreement is found to be invalid, illegal or unenforceable, the validity, legality and enforceability of any of the remaining provisions shall not be affected thereby.

9.5 Neither this Agreement nor any of the rights or obligations can be assigned or transferred without the prior written consent of the both parties. However, 3Com has the right (i) to assign all of its rights and obligations in the case of a merger, consolidation or sale of substantially all its assets or substantially all the assets of a particular product line or business line which is included within the terms of this Agreement and (ii) to assign the right to receive payment.

9.6 The validity, performance construction, and interpretation of this Agreement shall be governed by the laws of the State of Oklahoma, excluding conflicts of laws principles and excluding the United Nations Convention on Contracts for the International Sale of Goods.

9.7 In any legal action to enforce, or arising out of a sale subject to this Agreement, the prevailing Party shall be awarded all court costs and reasonable attorney’s fees incurred.

9.8 The provisions of this section shall survive for a period of five (5) years from the termination or expiration of this Agreement. All warranties and confidentiality provisions shall remain in effect for their stated duration.